Company Law

Shareholders' Rights, 6th Edition (1st Supplement)

By Robin Hollington, QC
Sweet & Maxwell U.K. October 2012

Specifications

ISBN-13
9780414023499
Publisher
Sweet & Maxwell U.K.
Publication
October 2012
Format
Paperback
Jurisdiction
Commonwealth, U.K. ? Countri(es) for reference only

Details

This Supplement to the 6th Edition of Shareholder’s Rights brings the main work up-to-date with new case law, including many Hong Kong, BVI and Cayman Islands cases, and in particular:-

  • Covers F&C Alternative Investments (Holdings) Ltd v Barthelemy on the exceptional recognition of a fiduciary relationship between shareholders and members of LLP’s
  • Examines recent cases on the construction and implication of terms in articles of association and shareholders’ agreements, including Cream Holdings v Davenport
  • Focuses on the construction, implication and application of contractual duties of good faith in shareholders’ agreements
  • Follows the several recent judgments of David Richards J. (and the Court of Appeal) in the long-running case of McKillen v Misland (Cyprus) Investments Ltd, culminating in Re Coroin Ltd
  • Re-evaluates Oak Investment Partners XII Ltd Partnership v Boughtwood
  • Discusses the recent judgment of Arden L.J. in Annacott Holdings Ltd, Re v Attwood, a case concerned with excessive directors’ remuneration and case management
  • Looks at the recent judgment of Barma J. in Re CY Foundation Group Ltd, in which relief was granted on the unfair prejudice ground in respect of a listed company for breach of the listing rules
  • Discusses Crossco No.4 Unlimited v Jolan, where the Court of Appeal was divided as to the basis of its earlier decision in Banner Homes v Luff Developments
  • Reviews Caldero Trading Ltd v Beppler & Jacobson Ltd
  • Looks at recent Court of Appeal decisions concerned with judicial interference with expert valuations
  • Reviews the judgment of Briggs J. in Re Rodenstock Gmbh on the question of the court’s jurisdiction to wind up foreign companies

Table of Contents

1 Introduction
2 Broad Principles
3 The Bargain between Shareholders
4 Directors' Duties
5 Majority Rule and Equitable Constraints
6 The derivative claim: the rule in Foss v Harbottle and the exception thereto
7 The Unfair Prejudice Remedy: Principles
8 Unfair Prejudice 2: Remedies
9 Unfair Prejudice 3: Practice and Procedure
10 Winding-up on the Just and Equitable Ground
11 Personal Rights of Shareholders
12 Foreign Element
13 Miscellaneous Rights
14 Limited Liability Partnerships
Appendices

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